Exhibit 2.6
AMENDMENT TO LETTER AGREEMENT
This Amendment to Letter Agreement (this "Amendment") is effective as of
December 4, 1997, by and among Green Spring Health Services, Inc., a Delaware
corporation (the "Company") and Paul G. Shoffeitt ("You").
W I T N E S S E T H:
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WHEREAS, you and the Company entered into that certain Letter Agreement
dated February 3, 1994 (the "Letter Agreement");
WHEREAS, the parties recognize that due to a current medical condition,
you are unable to fully perform your duties under the Letter Agreement, and
the parties therefore desire to amend the terms of the Letter Agreement as
set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, do hereby covenant and agree as follows:
1. The introductory clause in Section 2 of the Letter Agreement is hereby
amended to read as follows: "From February 3, 1994 until April 1, 2000
(unless this Agreement is terminated earlier by you by giving fourteen (14)
days written notice, or is terminated earlier by the Company in accordance
with Section 5.2), you hereby agree to:"
2. Section 5 is amended by redesignating such section as Section 5.1
entitled "INDEPENDENT CONTRACTOR" and by deleting the second sentence from
such Section 5.1.
3. A new Section 5.2 is hereby added to the Agreement, to read in its
entirety as follows:
5.2 TERMINATION.
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(a) TERMINATION DUE TO RESIGNATION AND TERMINATION WITH CAUSE. Your
engagement under this Agreement and all of your rights to receive the
compensation set forth in Section 3 will cease upon the occurrence of
any of the following events: (i) the effective date of your resignation
(which you may provide at any time upon fourteen (14) days written
notice), or (ii) termination for cause at the discretion of the Company
under the following circumstances: (A) you are guilty of fraud or
dishonesty involving you duties on behalf of the Company; (B) you have
deliberately and intentionally failed or refused to faithfully and
diligently perform significant duties assigned to you pursuant to the
terms of this Agreement, or otherwise to have breached any material term
under this Agreement; (C) you have willfully failed or refused to abide
by the Company's
policies, rules, procedures or directives; or (D) you are convicted of a
misdemeanor involving moral turpitude or any felony. For the events
described in clauses (ii)(B) and (ii)(C) of the preceding sentence, the
Company shall give you written notice of such event and an opportunity to
cure such circumstance for a period of thirty (30) days; provided, however,
such opportunity to cure shall be given only once for the same or related
events arising from the same factual circumstances.
(b) TERMINATION WITHOUT CAUSE. You and/or the Company may terminate this
Agreement without cause at any time upon the giving of thirty (30) days'
prior written notice to the other party. If the Company terminates
this Agreement under this Section 5.2(b), the Company may direct you to
immediately cease providing services. If the Company terminates this
Agreement under this Section 5.2(b), the Company shall continue to pay
you the compensation provided for pursuant to Section 3 of this
Agreement for the remaining balance of the period of engagement set
forth in Section 2 (without regard to such early termination) or for a
period of one (1) year from the effective termination date, whichever is
greater in length or time. No other compensation or benefits set forth
in Sections 3 and 4 of this Agreement shall be paid, unless otherwise
provided in the terms of the applicable plan or benefit.
(c) DISABILITY. If you become Disabled, the Company may terminate this
Agreement at any time, and any such termination shall be deemed a
termination without cause under Section 5.2(b) above, and in the event
of such termination, you shall be entitled to all of the rights set
forth in Section 5.2(b) above. You shall be deemed Disabled if Employer
determines that you are, by reason of any physical or mental condition,
unable to perform a substantial portion of your essential duties on a
part-time basis pursuant to this Agreement.
(d) EFFECT OF TERMINATION. Upon termination of this Agreement, all rights
and obligations under this Agreement shall cease except for the rights
and obligations under Sections 5.2(b), 5.2(c), 6 through 10, 12 through
13 and 17 through 23 of this Agreement, and all procedural and remedial
provisions of this Agreement. A termination of this Agreement shall
constitute a termination of your engagement with the Company for all
purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
Witness:
/s/ Illegible /s/ Paul G. Shoffeitt
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Paul G. Shoffeitt
COMPANY:
Green Spring Health Services, Inc.
Attest: By: /s/ Henry Harbin
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/s/ Illegible Name: Henry Harbin
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Title: President
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